In conjunction with the Additional Agreements, these Master Terms of Use authorise you to make use of the NXT-9 Platform. Read these Terms of Use and the Additional Agreements carefully before accessing, subscribing, installing, downloading, or using the NXT-9 Platform. By clicking on the confirm button Platform you agree to all the terms and conditions of these Master Terms of Use and applicable Additional Agreement. If you do not agree to all the terms and conditions of these Master Terms of Use, promptly click the “Do Not accept” button. You agree that your use of the NXT-9 Platform acknowledges that you have read these Master Terms of Use and Additional Agreement, understand it and agree to be bound by the aforementioned. If you do not agree to all of these terms, do not use the NXT-9 Platform.

• These Terms and Conditions contain provisions which: may limit the risk or liability of NXT-9 or a third party; and/or may create risk or liability for the User; and/or may compel the User to indemnify NXT-9 or a third party; and/or serves as an acknowledgment, by the User, of a fact.
• Your attention is drawn to these Terms because they are important and should be carefully noted.
• If there is any provision in these Terms that you do not understand, it is your responsibility to ask NXT-9 to explain it to you before you accept the Terms or continue using the NXT-9 Platform.
• NXT-9 permits the use of this NXT-9 Platform subject to the Terms. By using this NXT-9 Platform in any way, you shall be deemed to have accepted all the Terms and Conditions unconditionally.
• The Services offered by NXT-9 may contain further terms and conditions which is provided before the provision of the services and can be requested.

The words and/or phrases used in these Terms of Use and Additional Agreements will have the following definitions:

1.1	“Advertiser Terms and Conditions” means the completed and accepted contract between the Advertiser and NXT-9, together with its standard terms and conditions, for the specified advertising;
1.2	“Advertisers” means a person or company that advertises a product, or service on the NXT-9 Platform or other NXT-9 Platform, NXT-9 Website or other media;
1.3	“Clients” mean all Subscribers and Users;
1.4	“Confidential Information” means any non-public information, technical data, or know-how, including, without limitation, that which relates to (i) research, business and product plans, products, pricing, services, customers, personnel, markets, software, software code, software documentation, developments, inventions, lists, trade secrets, data compilations, processes, designs, drawings, engineering, hardware configuration information, marketing or finances, which is designated in writing to be confidential or proprietary at the time of disclosure if provided in tangible form, or if provided in non-tangible form, shall be identified by the disclosing party at the time of disclosure as confidential or proprietary, (ii) with respect to NXT-9, information concerning any products and services provided hereunder and/or materials resulting from services, and any derivatives thereto. Notwithstanding the foregoing, Confidential Information does not include information, technical data or know-how that is: (a) in the public domain or becomes available to the public and not as a result of the act or omission of the receiving party; (b) without restriction on disclosure, rightfully obtained by the receiving party from a third party; (c) without restriction on disclosure, lawfully in the possession of the receiving party at the time of disclosure; or (d) approved for release by written authorisation of the disclosing party;
1.5	“Databases” means NXT-9’s directory comprising of User’s Confidential Information and Personal Data as provided by User which is automatically collected by the NXT-9 Platform and social media Platform for purposes of delivering the Service, marketing and statistical purposes
1.6	“NXT-9” or “we” means Edge Growth Technology Services Proprietary Limited t/a NXT-9, a private company registered as such under the laws of the Republic of South Africa, with company registration number 2018/315303/07 and having its principal place of business at 10th Road, Investment Place Office Park, 2196, South Africa;
1.7	“NXT-9 Agreements” collectively refer to these Master Terms of Use, Additional Agreements and such other rules and policies of the NXT-9 Platform and social media pages or groups;
1.8	“NXT-9 Platform” means the automated, online, software application or Platform developed by NXT-9 to which Users subscribe and allow Users to access the NXT-9 Platform and use the Services. The NXT-9 Platform includes Services, all content of the NXT-9 Platform, the source code of the NXT-9 Platform, upgrades, modified versions, updates, additions, and copies of the NXT-9 Platform in respect to which the rights are granted to you under these Master Terms of Use;
1.9	“Personal Data” any information that relates to an identified or identifiable living individual or a company;
1.10	“Services” means accessing and using the NXT-9 Platform, questionnaires, evaluations, assessments, training, mentoring, reporting pages or groups services and content by any User, the services agreed between the Subscriber and NXT-9 in the Subscriber Terms and Conditions and the services agreed with an Advertiser in the Advertiser Terms And Conditions;
1.11	“Subscriber” means businesses sourced directly by NXT-9, approved by NXT-9 and obtain access to the NXT-9 Platform to receive the Services;
1.12	“Subscriber Terms and Conditions” means the terms in clause 4 below, or any other completed and accepted contract between the Subscriber and NXT-9, together with its standard terms and conditions, for the specified use of the NXT-9 Platform, the Services, fees for the Services, additional services, term and termination of the Services;
1.13	“Subscription Fee” shall mean any amount charged by NXT-9 and paid by a Subscriber, and any amounts for additional services, as agreed between the parties from time to time;
1.14	“Terms of Use” or “Terms” mean this Master Terms of Use for the use of the NXT-9 Website and NXT-9 Platform which govern your access to and use of the NXT-9 Platform and Services;
1.15	“User” or “you” means, respectively, the Subscriber, Channel Partner or End-User and its duly authorised representatives and employees who use the NXT-9 Platform and Services.

2.1	Any reference to a South African statutory provision or enactment shall include references to any amendment, modification or re-enactment of a such statutory provision or such enactment and any regulation or order made under such statutory provision or enactment.
2.2	Words imparting a gender shall be treated as importing any gender.
2.3	Words importing the singular shall be treated as importing the plural and vice versa.
2.4	Expressions denoting a natural person shall be treated as including a juristic person and vice versa.
2.5	Clause headings and numbering are inserted for ease of reference only and shall not affect the construction of these Terms.
2.6	Where any term is defined within the context of any particular clause in these Master Terms of Use, the term so defined shall, unless it appears clearly from the clause in question that such term has limited to the relevant clause, bear the meaning ascribed for all purposes in terms of these Master Terms of Use, notwithstanding that such term has not been defined in clause 1.
2.7	The rule of construction that provisions are to be construed against the party responsible for drafting an agreement or part of an agreement or on whose behalf an agreement or part of an agreement was drafted shall not apply to these Terms.

3.1	By accessing the NXT-9 Platform or using the Services, you agree to accept and be bound by the Terms. Please do not use the Services or the NXT-9 Platform if you do not accept all of the Terms and relevant NXT-9 Agreements.
3.2	You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with NXT-9, or (b) you are not permitted to receive any Services under the laws of South Africa or other countries/regions including the country/region in which you are resident or from which you use the Services.
3.3	You acknowledge and agree that NXT-9 may amend any Terms at any time by posting the relevant amended and restated Terms on the NXT-9 Platform. By continuing to use the Services or the NXT-9 Platform, you agree that the amended Terms of the NXT-9 Platform will apply to you.
3.4	You will be required to enter into an Additional Agreement, whether online or offline, with NXT-9. If there is any conflict or inconsistency between these Terms and any online or offline NXT-9 Agreement concluded, either the other NXT-9 Agreement will take precedence over these Terms only concerning that Service or clause concerned.
3.5	The Terms may not otherwise be modified except in writing by an authorised director of NXT-9.

4.1	Users who meet NXT-9 criteria as a User can register as a Subscriber by accepting the Subscriber Terms and Conditions to access and use some Services. Further, without prior notice, NXT-9 reserves the right to restrict access to or use and enjoy the benefits of certain Services (or any features within the Services) to paying Subscribers or subject to other conditions that NXT-9 may impose in its discretion.
4.2	NXT-9 may in its sole discretion limit, deny or create different levels of access to and use of any Services (or any features within the Services) concerning different Subscriber levels.
4.3	NXT-9 may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) with prior written notice to a fee-based Service, such changes will not substantially adversely affect the paying Subscribers in enjoying that Service.
4.4	Subscribers must keep details on their personal profiles up to date.
4.5	Subscribers agree to adhere to professional standards and professional conduct. The Subscriber will conduct him or herself professionally and with the highest standard at all times.
4.6	Terms and Conditions of Payment:

4.6.1	In consideration for the Services obtained through the NXT-9 Platform, the Subscriber shall pay the agreed Subscription Fee.
4.6.2	If NXT-9 agrees to provide the Subscriber with agreed additional services, the Subscriber shall be liable for the fees stipulated in respect of such additional Services.
4.6.3	All fees payable by the Subscriber under these Subscriber Terms and Conditions shall be paid by the payment method prescribed by NXT-9 which could include debit order, electronic funds transfer, debit card payment or credit card payment (payment methods). The first payment will be actioned on the activation date for the pro rata amount, and thereafter on the 1st of each month in advance for the month.
4.6.4	The Subscriber understands that NXT-9 will collect all amounts due and payable by the Subscriber in terms of this contract. If the debit order option method of payment opts, the Subscriber hereby authorises NXT-9 to automatically draw against their nominated bank account. The withdrawals will be processed through a computerised system provided by the South African banks and the details of each withdrawal will be printed on your bank statement.
4.6.5	You are responsible for ensuring that there are sufficient funds in your nominated credit or debit card account for processing payments as set out in these Terms. Should the payment portal not be able to debit your nominated credit card account, whether due to insufficient funds or otherwise, the payment portal will be entitled to charge an additional administration fee and to recover such fee by debiting your nominated credit card account with an equal amount.
4.6.6	You warrant that all information furnished by you is complete, reliable, true and correct/accurate in every respect and not misleading in any way. You furthermore acknowledge that this information will be relied upon by us and undertake to notify us in writing, within seven (7) days of any material changes to any information which you furnished to us.
4.6.7	If a debit order, debit card payment or credit card is suspended by the Subscriber, and any fees owed by the Subscriber to NXT-9 are outstanding, NXT-9 shall be entitled to levy interest on the outstanding amounts at the prime rate of interest quoted by one of the reputable banks in South Africa from time to time, in respect of unsecured lending to a client in good standing.
4.6.8	The payment dates that fall on a Sunday or Public Holiday will be processed on the following working day.
4.6.9	If the payment is unsuccessful NXT-9 will attempt to collect the outstanding amounts on the 5th calendar day of the month for all payments presented on the 1st calendar day of each month.
4.6.10	If payment is not received in any other form and the account is overdue for 10 (ten) days or more, the Subscription and Services will be cancelled.
4.6.11	In the event of a payment default, the Subscriber or User shall be charged interest on all amounts outstanding. Such interest shall be charged as per the prescribed rate of interest in terms of the Prescribed Rate of Interest Amendment Act 7 of 1997 (the Act). Such interest rate shall be determined by NXT-9 which will not exceed the maximum rate allowed under the Act and provided that the said rate shall be uniformly applied to all amounts outstanding and due.
4.6.12	NXT-9 disclaims that payment methods are outsourced by a third party and are not under the control of NXT-9, NXT-9 will therefore not be told liable for any actions of any third parties.
4.6.13	This contract will commence on the date the Subscriber accepts these Terms and, subject to the terms of this contract, will continue for an indefinite period unless otherwise stated, or until terminated by either party on not less than 1 (one) calendar month’s written notice. The Subscriber’s access to the Platform will continue until the end of the fully paid subscription period.

5.1	NXT-9 may reject subscribing Users, for not meeting the requirements or passed the necessary checks.
5.2	Upon subscribing and creating a profile on the NXT-9 Platform, NXT-9 will assign an account and issue a member ID (username) and password (the latter will be chosen by a registered User during subscription) to each profile so approved.
5.3	A set of Subscriber ID and password is unique to a single account. Each Subscriber will be solely responsible for maintaining the confidentiality and security of your Subscriber and password and for all activities that occur under the account. No Subscriber may share, assign, or permit the use of your Subscriber account, ID or password by another person outside of the Subscriber or the User’s business. The Subscriber agrees to notify NXT-9 immediately if you become aware of any unauthorised use of your password or your account or any other breach of security of your account.
5.4	The Subscriber agrees that all activities that occur under your account (including without limitation, posting any company information, clicking to accept any Additional Agreements or rules, subscribing to or making any payment for any services, or sending emails using the email associated with the account) will be deemed to have been authorised by the Subscriber.
5.5	In consideration for the Services obtained through the NXT-9 Platform, the Subscriber shall pay the agreed fee as determined in the Subscriber Terms and Conditions and in terms of clause 4 above.

6.1	NXT-9 gives the Users a non-exclusive, non-transferable right to use the NXT-9 Platform.
6.2	You accept the right given to you in terms of clause 6.1 above and you are only authorised to use the NXT-9 Platform for the purpose it was developed and shall not abuse it for commercial exploitation or gain under any circumstances whatsoever.

7.1	As a condition of your access to the use of the NXT-9 Platform or Services, you agree that you will comply with all NXT-9 Platform applicable laws and regulations when using the NXT-9 Platform or Services.
7.2	Any link you make to or from a third party Platform, including the payment portal, will be at your own risk. Any use of the third party Platform or payment portal will be subject to and any information you provide will be governed by the terms of the third party Platform, including those relating to confidentiality, payment, data privacy and security.
7.3	Each User acknowledges that it is fully assuming the risks of using any Services on the NXT-9 Platform and each User is fully assuming the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to the Services and its outcome “Transaction Risks”. Each User agrees that NXT-9 will not be liable or responsible for any damages, claims, liabilities, costs, harms, inconveniences, business disruptions or expenditures of any kind that may arise as a result of or in connection with any Transaction Risks.
7.4	You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell the exact combination of services offered by NXT-9 or the NXT-9 Platform (the “NXT-9 Intellectual Property”), and (b) you will not copy, reproduce, download, compile or otherwise use any concept of NXT-9 to operate a business that competes with NXT-9, or otherwise commercially exploit the content or Personal Data. Systematic retrieval of Content from the NXT-9 Platform to create or compile, directly or indirectly, a collection, compilation, Database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from NXT-9, is prohibited. Use of any content or materials on the NXT-9 Platform for any purpose not expressly permitted in the Terms is prohibited.
7.5	Subscribers and Advertises will volunteer content which will include Personal Data, Confidential Information, articles, advertisements and images which may comprise intellectual property rights that vest in the person who publishes or volunteers content.

7.5.1

Subscribers will volunteer content which will include Personal Data, articles, advertisements and images which may comprise intellectual property rights that vest in the person who publishes or volunteers’ content.

7.6	Any comments made on the Platform or social media pages that may be racist or hate speech on the NXT-9 pages or posts will not be construed as being those of NXT-9. NXT-9 cannot be held liable for any harm, damages and legal actions based on such comments or posts not made by NXT-9 itself. NXT-9 has the right to monitor, censor and/or delete any comments or posts by Uses of which it may become aware.
7.7	You agree not to undertake any action to undermine the integrity of the computer systems, hosting or networks of NXT-9 and/or any other User nor to gain unauthorised access to such NXT-9 Platform, computer systems, hosting or networks.
7.8	By posting or displaying any information, including Confidential and Personal Information, Content, trade marks or material on the NXT-9 Platform or providing any Content to NXT-9 or our representative(s), you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to NXT-9 to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to the operation of the NXT-9 Platform, the provision of any Services and/or the business of the User. You confirm and warrant to NXT-9 that you have all the rights, power and authority necessary to grant the above license.
7.9	Any comments made on the NXT-9 Platform or social media pages that may be racist or hate speech on the NXT-9 pages or posts will not be construed as being those of NXT-9. NXT-9 cannot be held liable for any harm, damages and legal actions based on such comments or posts not made by NXT-9 itself. NXT-9 has the right to monitor, censor and/or delete any comments or posts by Users of which it may become aware.
7.10	Feedback from Users is welcome to help NXT-9 improve the Services and Platform. For all communication you share with NXT-9, including but not limited to, responses, submissions, feedback, questions, comments, suggestions, and the like NXT-9 will be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including, but not limited to, the development, production and marketing of products and services that incorporate such information, without compensation or attribution to you.

8.1	NXT-9 may from time to time provide enhancements or improvements to the features/functionality of the Platforms, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”).
8.2	Such Updates may occur automatically or manually. NXT-9 do not guarantee that it will make any Updates available for any of the Platforms, or that such Updates will continue to support your device or system.
8.3	Updates may modify or delete certain features and/or functionalities of the Platforms. Users agree that NXT-9 has no obligation to

8.3.1	provide any Updates, or
8.3.2	continue to provide or enable any particular features and/or functionalities of the Platforms to the User.

8.4	Users further agree that all Updates will be

8.4.1	deemed to constitute an integral part of the Platforms, and
8.4.2	subject to the Agreement and conditions of this Agreement.

8.5	No service maintenance is provided under this Agreement, except for Updates.
8.6	NXT-9 will, in its sole discretion, accept or deny the Services to a Subscriber or User or Advertiser.
8.7	Each Subscriber or User or Advertiser represents, warrants and agrees that

8.7.1	you have full power and authority to accept the Terms, to grant the license and authorisation and to perform the obligations hereunder;
8.7.2	you use the NXT-9 Platform and Services for business purposes only, and
8.7.3	the address you provide when registering is the principal place of business of your business entity.

8.8	Subscriber or Users or Advertiser will be required to provide information or material about your entity, business or products/services. Each Subscriber or User or Advertiser represents, warrants and agrees that

8.8.1	such information and material whether submitted is true, accurate, current and complete, and
8.8.2	you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.

8.9	Upon becoming a Subscriber or being a User or Advertiser, you consent to the inclusion of the contact information about you in our Database and authorise NXT-9 to share the contact information with Subscribers to deliver the Service.
8.10	Each Subscriber or User or Advertiser further represents, warrants and agrees that the User Content that you submit, post or display will:

8.10.1	not be false, misleading or deceptive;
8.10.2	does not contain information that is defamatory, libellous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
8.10.3	does not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
8.10.4	does not violate the Terms or any NXT-9 Platform or applicable Additional Agreements;
8.10.5	does not violate any NXT-9 Platform applicable laws and regulations (including without limitation those governing labour laws, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any NXT-9 Platform applicable laws and regulations;
8.10.6	conduct your business transactions with NXT-9 in good faith;
8.10.7	not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
8.10.8	not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc.) or encourage or abet any unlawful activities;
8.10.9	does not involve attempts to copy, reproduce, exploit or expropriate NXT-9’s various proprietary directories, Databases and listings;
8.10.10	does not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any NXT-9 Platform or hardware system, data or personal information;
8.10.11	does not engage in any activities that would otherwise create any liability for NXT-9.

8.11	The Subscriber or User agrees to provide all necessary information, materials and NXT-9 Platform approval, and render all reasonable assistance and cooperation necessary for NXT-9’s provision of the Services, evaluating whether Subscriber or User has breached the Terms and/or handling any complaint against the Subscriber or User. If Subscriber or User’s failure to do so results in delay in, or suspension or termination of, the provision of any Service, NXT-9 will not be obliged to extend the relevant service period nor will be liable for any loss or damages arising from such delay, suspension or termination.
8.12	The Subscriber or User provides consent to NXT-9 to confirm, enquire and lodge its information with any third party, credit authority or bureau for authentication, credit checking, credit listings and credit scoring.
8.13	The Subscriber or User acknowledges and agrees that each Subscriber or User is solely responsible for complying with applicable laws and regulations in its respective jurisdictions.
8.14	Any use of the Platforms not permitted by this Agreement is prohibited and, without limiting the generality of the foregoing, you will not permit others to:

8.14.1	license, sub-license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Platforms or make the Platforms available to any third party;
8.14.2	copy, modify, reverse compile, reverse engineer, or extract source codes from the Platforms, except to the extent that we may not prohibit you from doing so under applicable laws or regulations or you have our prior written consent to do so. Where applicable laws or regulations entitle you to reverse compile or extract source codes from the Platforms, you will first contact us to request the information you need;
8.14.3	remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of NXT-9 or its affiliates, partners, suppliers or the licensors of the Platforms;
8.14.4	use the Platforms in breach of any applicable law or regulation;
8.14.5	make any misrepresentation;
8.14.6	post, upload or transmit any abusive content;
8.14.7	commit fraud;
8.14.8	propagate, distribute or transmit destructive code, whether or not damage is actually caused thereby;
8.14.9	gather personal or commercial information including (without limitation) e-mail addresses and/or names from any Internet facilities, whether managed by us or by any third party, for commercial or any other purpose without the consent of the owners of such information;
8.14.10	use robots, spiders, or any other device, be it automated or manual, to monitor or copy any Content from the Platform;
8.14.11	use any of the Platform for commercial purposes other than those provided for hereunder, including (without limitation), reformat and display the results of a search; mirror our home page or result pages on your website. If you want to make commercial use of the Platform, you are required to enter into an agreement with NXT-9;
8.14.12	access any of the Platform or any similar service of a third party or any network without authorisation or through hacking, password mining or any other means;

8.15	You may not make copies of the Documentation except as may be necessary for backup and archival purposes and you will destroy all Documentation when requested by NXT-9.
8.16	Documentation, data, information, ideas and opinions expressed on the Platforms should not be regarded as professional advice or the official opinion of NXT-9 and you are encouraged to consult professional advice before taking any course of action.

9.1	NXT-9 reserves the right, but is not obliged, in our sole discretion to remove, modify or reject any content provided to the NXT-9 Platform which NXT-9 reasonably believe is unlawful, violates the Terms, could subject NXT-9 to liability or is otherwise found inappropriate in NXT-9’s opinion.
9.2	If any Subscriber or User or Advertisers breaches any Terms, or if NXT-9 has reasonable grounds to believe that a Subscriber or User is in breach of any Terms, NXT-9 will have the right to take such disciplinary actions as it deems appropriate, including without limitation:

9.2.1	suspending or terminating the Subscriber’s account and any accounts determined to be related to such account by NXT-9 in its discretion;
9.2.2	restricting, downgrading, suspending or terminating the subscription of, access to, or current or future use of any Service;
9.2.3	imposing other restrictions on the Subscriber or User or Advertisers’ use of any features or functions of any Service as NXT-9 may consider NXT-9 appropriate in its sole discretion; and
9.2.4	any other corrective actions, discipline or penalties as NXT-9 may deem necessary or NXT-9 appropriate in its sole discretion.

9.3	NXT-9 reserves the right to cooperate fully with governmental authorities, financial institutions, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, NXT-9 may disclose the Subscriber or User’s identity and contact information, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. NXT-9 will not be liable for damages or results arising from such disclosure, and Subscriber or User agrees not to bring any action or claim against NXT-9 for such disclosure and these Terms provided.
9.4	NXT-9 may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the Subscriber or User’s use of any Service or the NXT-9 Platform without being liable to the Subscriber or User if NXT-9 has received notice that the Subscriber or User is in breach of any Terms or Additional Agreement or undertaking and such breach involves or is reasonably suspected of involving dishonest or fraudulent activities.
9.5	Each Subscriber or User agrees to indemnify NXT-9, our affiliates, directors, employees, agents and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any Content, from your use of the NXT-9 Platform or Services, or your breach of the Terms.

10.1

Subject to the provisions of sections 43(5) and 43(6) of the Electronic Communications and Transactions Act 25 of 2002 (“ECTA”) the Services provided by NXT-9 on or through the NXT-9 Platform are provided “as is”, “as available” and “with all faults”, and NXT-9 hereby expressly disclaims any and all warranties, express or implied, including but not limited to:

10.1.1

NXT-9 does not guarantee the suitability of any Subscriber being a sound and sustainable business, and it shall be the responsibility of the User to ensure that its business implements and achieves its desired outcomes. Further, save for identity verification and the provision of the agreed additional services, if any, neither NXT-9 nor the NXT-9 Platform can independently verify any information provided by the Subscriber.

10.1.2

NXT-9 will not bear any liability for loss or damage suffered by the Subscriber or User, of any nature whatsoever, if a Subscriber uses the Services and subsequently fails its duty, for any reason whatsoever

10.2	Any material uploaded and/or downloaded or otherwise obtained through the NXT-9 Platform is done at each User’s sole discretion and risk and each User is solely responsible for any damage to NXT-9’s computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from NXT-9 or through or from the NXT-9 Platform will create any warranty not expressly stated herein.
10.3	To the fullest extent permitted by law, each User hereby agrees to indemnify and save NXT-9, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from such User’s use of the NXT-9 Platform or Services or your breach of any of the terms and conditions of the Terms. Each User hereby further agrees to indemnify and save NXT-9, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from the User’s breach of any representations and warranties made by User to NXT-9, including but not limited to those set forth hereunder.
10.4	NXT-9 will not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, equity or otherwise or any other damages resulting from any of the following; the use or the inability to use the NXT-9 Platform or Services or the Subscriber’s service delivery; unauthorised access by third parties to data or private information of any User; statements or conduct of any User of the; or any matters relating to Services however arising, including negligence.

11.1	The Platform may display, include, or make available third-party content (including data, information, software and other products or services) or provide links to third-party websites or services (“Third-Party Services”).
11.2	You acknowledge and agree that we do not control or verify Third-Party Services and we shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. We do not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.
11.3	Third-Party Services and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.
11.4	When you acquire services or products from a third party through any of our Platform, you understand and agree that:

11.4.1	we are not a party to the contract between you and the third-party;
11.4.2	we are under no obligation to monitor the third-party service used by you;
11.4.3	the third party will be responsible for all obligations under the contract including (without limitation) warranties or guarantees. We will not be liable to you for any reason under the contract with the third party;
11.4.4	you will evaluate the product or service and the applicable terms and conditions before acquiring the product or service.

11.5	If those third parties change, suspend, or stop providing such services or products, we may similarly change, suspend, or stop providing it to you. We may nevertheless endeavor to provide such a service in another way or by using another supplier or service provider.
11.6	We do not provide any technical support for any Third-Party Services.
11.7	We may use software that is subject to “open source” licenses (the “Open-Source Software”). Where we use such Open-Source Software there may be provisions in the Open Source Software’s license that expressly override this Agreement, in which case such provisions shall prevail to the extent of any conflict with this Agreement.

12.1

For purposes of this clause 12 “Data Protection Laws” means the Protection of personal information Act, 4 of 2013, Electronic Communication and Transaction Act, 25 of 2002 and Promotion of Access to Information Act, 2 of 2000, including any related regulations, guidance and codes of practice issued by the Information Regulator or relevant supervisory authority from time to time (and all terms used have the meaning given to them in these laws).

12.2

By accessing, and/or uploading and submitting personal information to any one or more of our Platforms you –

12.2.1	acknowledge that you have read, fully understood and accept NXT-9’s Privacy Notice which you can access here;
12.2.2	acknowledge that any access to a Platform other than to your own personal profile requires separate, prior and written agreement between yourself and the relevant NXT-9 entity/ies. Without any such agreement, you commit not to attempt to access or download or further process any personal information beyond that accessed within your personal profile:
12.2.3	voluntarily, specifically and unconditionally consent to the processing of each and every item of personal information uploaded by you to a Platform for any and all purposes related to the reason for the submission of your personal information to a Platform which may include, but is not limited to –

12.2.3.1	enabling NXT-9 to provide you with the services offered by it;
12.2.3.2	enabling NXT-9 to assess the information submitted by you for purposes of determining your eligibility for one of the programmes offered by NXT-9;
12.2.3.3	evaluating, developing or improving NXT-9’s services;
12.2.3.4	as far as is legally permissible, keeping you informed about services offered by NXT-9; and/or
12.2.3.5	providing you with an efficient and smooth customer experience.

12.2.4	agree, in the absence of any written objection received from you, that this processing consent shall be indefinite and/or for the period otherwise required in terms of any applicable law.
12.2.5	confirm that the information submitted is accurate and complete and you commit to maintain and updating such information when necessary. Should this not be done, NXT-9 shall not be liable for any loss, damage or injury suffered by you or any third party as a result of any inaccuracies or lack of completeness and you indemnify NXT-9 against any such loss, damage or injury;
12.2.6	authorise the NXT-9 entity to which your information is initially and mainly submitted to share your personal information with any third party where it is in the legitimate interest of that NXT-9 entity to do so and agree that such third parties may process your personal information for reasons related to the NXT-9 entity’s or the third party’s legitimate interests;
12.2.7	agree that NXT-9 may transfer your personal information cross-border subject to any/all applicable data protection legislation or requirements;
12.2.8	consent to NXT-9 contacting and requesting information from any third party, credit bureau or business, to obtain any information relevant to your submission of personal information;
12.2.9	agree that the personal information submitted by you to any one or more of our Platforms shall be retained by NXT-9 for the period necessary to achieve the purpose for which it was submitted or subsequently processed, which period is stipulated within NXT-9’s data retention policies and procedures. You are welcome to enquire about the retention period that will apply to your personal information by contacting NXT-9 using the contact details below or those contained in the NXT-9 Privacy Notice.
12.2.10	commit to contacting NXT-9 directly regarding any concern you may have with the processing of your personal information in terms hereof so that NXT-9 Group can assist with addressing your concern, to the extent possible.

12.3

NXT-9 undertakes that any personal information provided by any Subscriber or Users, will be protected to comply with the requirements of the Protection of Personal Information Act, 4 of 2013 (“POPI”) and with any other laws in force in the Republic of South Africa from time to time, which has as its object, the protection of the Subscriber’s business Confidential Information, or an individual’s privacy.

12.4

Personal data is provided to NXT-9 voluntarily to receive the Services. For this clause, the words, “personal information”, “process” and “responsible party” have the meanings given to them in the Protection of Personal Information Act, 2013 (POPI), and:

12.4.1	Each party must comply with their obligations under POPI to personal information in respect of which they are the responsible party.
12.4.2	Each party must secure the integrity and confidentiality of any personal information of each other or third parties which they process by taking appropriate, reasonable technical and organisational measures to prevent its loss, damage, unauthorised destruction and unlawful access or processing.
12.4.3	To do so, the parties must take reasonable measures to; identify all reasonably foreseeable internal and external risks to personal information in its possession or under its control; establish and maintain appropriate safeguards against the risks identified; regularly verify that the safeguards are effectively implemented, and ensure that the safeguards are continually updated in response to new risks or deficiencies in previously implemented safeguards.

13.1

Under no circumstances will NXT-9 be held liable for any delay or failure or disruption of the content or Services delivered through the NXT-9 Platform or by the Subscriber to any User, resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, loadshedding imposed by Eskom, and unavailability of electricity or Internet access by any use them, regulations regarding COVID-19 or any other possible epidemic, orders of domestic or foreign courts or tribunals or non-performance of third parties.

14.1	NXT-9 is the sole owner or lawful licensee of all the rights and interests in the NXT-9 Intellectual Property. The NXT-9 Platform and content embody trade secrets and other intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the NXT-9 Platform and content will remain with NXT-9. All rights not otherwise claimed under the Terms or by NXT-9 are hereby reserved.
14.2	“NXT-9l” trading style and related icons and logos are trade marks, registered or unregistered of NXT-9, in various jurisdictions and are protected under copyright, trade mark and other proprietary rights laws. The unauthorised copying, modification, use or publication of these marks is strictly prohibited.
14.3	By and through the use of the NXT-9 Platform and Services, you hereby permit NXT-9 to publish and/or use your copyright, logo or trade mark for purposes of delivering the Service. You understand that NXT-9 may use said copyright, logo or mark for advertising and/or marketing relating to NXT-9, the NXT-9 Platform, partner Platforms, and all other purposes related to NXT-9. NXT-9 may use your copyright, logo or mark for these purposes without further permission or acquiescence. You hereby release NXT-9 from all liability relating to the publication or use of copyright, logo or trade mark.
14.4	The Subscriber, User and Advertiser hereby consent to the use of their photographs and visual representations by NXT-9.

15.1	All legal notices or demands to or upon NXT-9 will be made in writing and sent to NXT-9 personally, by courier, registered mail or dedicated email address to the contact details below.
15.2	Any notice is given by a NXT-9 or a User (“the addressee”) which:
15.3	is delivered by hand during the normal business hours of the addressee at the addressee’s domicilium for the time being, will be presumed, unless the contrary is proved by the addressee, to have been received by the addressee at the time of delivery;
15.4	is transmitted during normal business hours by electronic mail to the addressee’s email address, will, unless the contrary is proved by the addressee, be deemed to have been received by the addressee within twenty-four hours of the date of transmission, and if transmitted after normal business hours will be deemed to have been received by the addressee within twenty-four hours from the first business day succeeding the date of transmission.
15.5	You agree that all Terms, agreements, notices, demands, disclosures and other communications that NXT-9 sends to you electronically satisfy the legal requirement that such communication should be in writing.

16.1	Without prior approval and express written approval, you may not create frames around our web pages or use other techniques that alter in any way the visual presentation or appearance of our websites.

17.1	The following organisations may link to NXT-9’s Platforms without prior written approval:

17.1.1	Government agencies;
17.1.2	search engines;
17.1.3	news organisations;
17.1.4	online directory distributors when they list us in the directory may link to our websites in the same manner as they hyperlink to the websites of other listed businesses.

17.2	These organisations may link to our home page, to publications or to other website information so long as the link:

17.2.1	is not in any way misleading;
17.2.2	does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and
17.2.3	fits within the context of the linking party’s site.

17.3	NXT-9 may consider and approve in writing, in our sole discretion, other link requests from the following types of organisations:

17.3.1	commonly known consumer and/or business information sources;
17.3.2	internet portals;
17.3.3	accounting, law and consulting firms whose primary clients are corporates; and
17.3.4	educational institutions and trade associations.

17.4	NXT-9 will approve link requests from these organisations if we determine that:

17.4.1	the link would not reflect unfavourably on NXT-9 and our accredited businesses;
17.4.2	the organisation does not have an unsatisfactory record with NXT-9;
17.4.3	the benefit to NXT-9 from the visibility associated with the hyperlink outweighs the absence of the link and is in the context of general resource information or is otherwise consistent with editorial content in a newsletter or similar product furthering the mission of the organisation.

17.5	Approved organisations may hyperlink to our websites as follows:

17.5.1	by use of our corporate name; or
17.5.2	by use of the uniform resource locator (Web address) being linked to; or
17.5.3	by use of any other description of our websites or material being linked to that makes sense within the context and format of content on the linking party’s site.

18.1	Subject to any NXT-9 Agreements concluded, the Terms constitute the entire agreement between you and NXT-9 with respect to and govern your use of the NXT-9 Platform and Services, superseding any prior written or oral agreements to the same subject matter herein.
18.2	NXT-9 and Subscriber or Users or Advertisers are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by the Terms.
18.3	If any provision of the Terms is held to be invalid or unenforceable, such provision will be deleted and the remaining provisions will remain valid and be enforced.
18.4	Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
18.5	NXT-9’s failure to enforce any right or failure to act to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of NXT-9’s right to act concerning subsequent or similar breaches.
18.6	NXT-9 will have the right to assign the Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms to any person or entity (including any affiliates of NXT-9). You may not assign, in whole or part, the Terms to any person or entity.
18.7	The Terms and NXT-9 Agreements will be governed by the laws of South Africa without regard to its conflict of law provisions and the parties to the Terms agree to submit to the non-exclusive jurisdiction of the courts of South Africa and specifically the High Court of South Africa, Gauteng Local Division, Pretoria.

19.1	You agree that any dispute between us shall be referred to arbitration and finally resolved in accordance with the rules of the Arbitration Foundation of Southern Africa. Such arbitration will be held either in Cape Town or Johannesburg and conducted in the English language before one arbitrator appointed in accordance with the said rules. Any award will be final and not subject to appeal. This agreement to arbitrate shall be enforceable in and judgement upon any award may be entered in any court of any country having appropriate jurisdiction. A dispute shall be deemed to have arisen when either party notifies the other party in writing to that effect.
19.2	The arbitrator shall have the power to give default judgement if any party fails to make submissions on due date and/or fails to appear at the arbitration.
19.3	the provisions set out above shall not prevent either party from approaching any court of competent jurisdiction to obtain interim or other relief in cases of urgency.
19.4	You must send any notice or legal process relating to the Agreement, to the following address: Investment Place Office park, 10th Road, 2nd Avenue, First Floor, Block B, Hyde Park 2196

20.1	These terms are subject to the provisions of ECTA and any of the terms that conflict with any of the compulsory provisions of the ECTA will be deemed to have been modified to comply with the ECTA.
20.2	For the purposes of the ECTA, NXT-9’s information is as follows, which should be read in conjunction with its Service descriptions, Additional Agreements and other terms and conditions contained on the NXT-9 Platform:

20.2.1	Details Edge Growth Technology Services Proprietary Limited t/a NXT-9, or ‘NXT-9 for short, a private company registered as such under the laws of the Republic of South Africa, with company registration number 2018/315303/07 and having its principal place of business at 10th Road, Investment Place Office Park, 2196;
20.2.2	Main business: providing cloud-based business and entrepreneurial mentoring, strategising and risk management programs and systems;
20.2.3	Office bearer: Jason Goldberg;
20.2.4	Official email address: jgoldberg@edgegrowth.com.